Adams Stirling PLC


QUESTION: Can a board member be censured for continually interrupting other board members at meetings? She has been warned over and over on this issue. What exactly does censuring mean, what does it accomplish?

ANSWER: Yes, boards can censure fellow directors for disrupting meetings or otherwise behaving badly.

Orderly Meetings. Board meetings are supposed to be run in an orderly fashion so as to accomplish the business of the association. Rules of parliamentary procedure were created for that purpose. If one director is constantly disrupting meetings, business is delayed and directors become frustrated and either cease voicing their opinions or, worse, resign from the board.

Procedure. In the case where a director is disrupting the meeting by interrupting other directors, the censure can be imposed immediately. any case of an offense against the assembly occurring in a meeting, there is no need for a formal trial provided that any penalty is imposed promptly after the breach, since the witnesses are all present and make up the body that is to determine the penalty. (Robert's Rules, 11th ed., p. 646.)

Minutes. If done in an open meeting, the censure is recorded in the minutes of the meeting and becomes a public record for the membership's review. If it occurs in executive session, the minutes are not open for review but the action can be reported in the executive session summary recorded in the next open meeting minutes. (Civ. Code § 4935(e).)

Other Actions. In addition to expressing disapproval of a director's behavior, the board can remove the director from office (president, secretary, treasurer) and from any committees the director may be on. If the director is particularly abusive, the board can seek to recall him/her from the board.

Disruptive Attendees. See "Disruptive Attendees."

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Adams Stirling PLC